EXHIBIT 10.21

                          STRATEGIC ALLIANCE AGREEMENT

THIS  AGREEMENT  is  made  as  of  the  19th  day  of  May,  2004.

BETWEEN:       NS8  CORPORATION,  a Delaware corporation, having its main office
               at  Two  Union Square, Suite 4200, Seattle, Washington 98101, USA

               (hereinafter  called  "NS8")

                                                               OF THE FIRST PART

AND:           BU-SOLUTIONS,  LLC,  a  Nevada  limited  liability company, doing
               business as BROADBAND UTILITY SOLUTIONS, having an office at 1200
               112th  Avenue  N.E., Suite C-115, Bellevue, Washington 98004, USA

               (hereinafter  called  "BUS")

                                                              OF THE SECOND PART

WHEREAS:

A.     NS8 is in the business of designing, programming, developing and managing
ecommerce  related  internet websites that provide online communication, product
distribution,  business to business and business to consumer market interaction,
proprietary  software  development,  licensing,  broadcasting,  data storage and
sales,  and  Internet  based  digital  on-demand  services  (hereinafter,  the
"BUSINESS").  NS8's  Business  includes but is not limited to the development of
proprietary  technology  that  allows  for high-speed delivery of encrypted data
over  standard  telephone  lines  allowing  for secure and rapid distribution of
digital  content (such as digitized video or voice) and actively seeks to obtain
the  rights  to  distribute  content  directly ("DIGITAL ON DEMAND BUSINESS") or
seeks  to  license its proprietary technology to other companies for the purpose
of  content  distribution  ("LICENSE  BUSINESS").

B.     BUS  is  engaged  in various enterprises, businesses and other commercial
activities  related  to  the  Business.

C.     NS8 wishes to establish a strategic alliance with BUS, for the purpose of
assisting  and  furthering  the  business interests of NS8 and BUS on an ongoing
basis,  and  BUS wish to establish a strategic alliance with NS8 for the purpose
of  assisting and furthering the business interests of BUS and NS8 on an ongoing
basis.

D.     NS8  and  BUS  have  mutually  agreed  to  enter into this agreement (the
"AGREEMENT")  for  the  purposes stated herein upon the terms and conditions set
forth  below.

NOW  THEREFORE in consideration of the mutual covenants, premises and conditions
herein  contained the parties hereto have agreed each with the other as follows:

1.     Establishment  of  Strategic  Alliance

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NS8 and BUS hereby mutually agree to establish and maintain a strategic alliance
(hereinafter,  the  "ALLIANCE")  between  NS8,  on the one part, and BUS, on the
other  part,  for the purpose of assisting and furthering the business interests
of  the  other  party  on  an  ongoing  basis.

2.     Contribution

BUS  agrees  to  utilize  their  respective  credibility  and  influence  in the
technology,  telecommunications,  cable  broadcast, and entertainment industries
and  the  general  business  community  to  introduce  business  contacts and to
encourage  persons  and  entities  to  deal  with  NS8,  and  its  affiliates,
subsidiaries  and other divisions as contemplated by this Agreement and as would
be  appropriate  in  the  circumstances.  Without limiting the generality of the
foregoing,  this  would  include  promoting the Business, products, services and
initiatives  of  NS8,  its  affiliates,  subsidiaries  and divisions (all of the
foregoing  are  referred to herein as "CONTRIBUTIONS") including but not limited
to  the  following:

(a)     Procuring  License  Agreements  for  NS8  Technology

BUS  will exercise commercially reasonable efforts to procure License Agreements
with  companies  that  own or control content and are in need of a technology to
allow  for  rapid and efficient distribution of its content to the public.  When
BUS's  efforts to secure License Agreements result in the execution of a License
Agreement between NS8 and the prospective Licensee then BUS shall be compensated
in  accordance  with  Section I Paragraph 2 (a), of Schedule A to this Agreement
depending  on  BUS's  the level of involvement in the procurement of the License
Agreement  with  the  prospective  customer.

(b)     Sourcing  Content  for  NS8  Digital  On-Demand  Business

BUS will exercise commercially reasonable efforts to either source or source and
secure  for  sale  or  license  to  NS8,  program  content  that is suitable and
acceptable to NS8 (hereinafter, "CONTENT") for NS8's Digital On-Demand Business.
If  BUS  directly owns or holds the licensing rights to Content that permits the
Content  to  be  licensed  or  sub-licensed  to  NS8 for NS8's Digital On-Demand
Business,  then NS8 may in its sole discretion license the Content directly from
BUS  or  purchase it from BUS (if it is available for purchase), as the case may
be, on terms and conditions negotiated in good faith by the parties.  When BUS's
efforts  to  secure  Content  can  most  accurately  be  described  either  as
"Introductions"  or  "Deal  Involvement" as defined in Paragraph 5 (a), then BUS
will  be  compensated  in accordance with Section II Paragraph 2 (b) of Schedule
"A"  to  this  Agreement.

(c)     Securing  Subscribers  for  NS8  Digital  On-Demand  Business

BUS will exercise commercially reasonable efforts to secure subscriber customers
or entities with subscriber customers for NS8's Digital On-Demand Business.  For
each  subscriber  or entity contractually secured by BUS as a customer for NS8's
Digital  On-Demand  Business  (herein,  the  "SUBSCRIBER(S)"), BUS will receive,
during  the  Term, the percentage of NS8's cost of acquiring the Content ordered
by  each  Subscriber  that  BUS  has  secured  as  a  customer for NS8's Digital
On-Demand  Business ("NS8 CONTENT COST") as set forth in Section III Paragraph 2
(c)  of  Schedule  "A"  to  this  Agreement.

(d)     Exiting  Event  Transaction

If  the  efforts of BUS directly lead to a merger, acquisition, bulk asset sale,
block  stock sale (defined herein as five percent (5%) or more of the issued and

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outstanding  shares  of  NS8),  divestiture  or  other similar transactions (the
"EXITING  EVENT  TRANSACTION")  then upon the completion and consummation of the
Exiting  Event  Transaction  NS8  will  pay  BUS  a  consulting fee equal to the
percentage  of  the value ("VALUE") of any such Exiting Event Transaction as set
forth in Section IV Paragraph 2 (d) of Schedule "A".  The Value will be mutually
determined  by  the  parties  or,  failing  agreement,  by  the Certified Public
Accountants  (hereinafter,  "CPA(s)") of the parties applying Generally Accepted
Accounting  Principles (hereinafter, "GAAP").  In the event of an Existing Event
Transaction  the  Agreement  and  Alliance  will,  at  the  option  of  NS8,  be
automatically  terminated and all compensation payable to BUS through the Period
of  Compensation  will  be  paid by NS8.  BUS specifically acknowledges that the
foregoing  provisions  regarding  the  activities  of  BUS and compensation with
respect  to  any  Exiting  Event  Transaction  are  subject to the provisions of
Regulations  13D,  13E,  and  14F  (the  "REGULATIONS")  promulgated  under  the
Securities  Exchange  Act  of  1934  (the  "ACT"),  as  amended.

3.     Excluded  Activities

Neither  BUS nor any director, officer or employee of BUS is intended to be, nor
shall  anyone  of  them  be  deemed to be, under any circumstances, an employee,
director,  senior  officer  or  consultant  of  NS8  or any of its affiliates or
subsidiaries  unless otherwise specifically agreed to in writing by BUS and NS8.

Neither  NS8 nor any director, officer or employee of NS8 is intended to be, nor
shall  anyone  of  them  be  deemed to be, under any circumstances, an employee,
director,  senior  officer  or  consultant  of  BUS  or any of its affiliates or
subsidiaries  unless otherwise specifically agreed to in writing by BUS and NS8.

4.     Nature  of  Relationship

The relationship between NS8 and BUS pursuant to this Agreement is not and shall
not  be  deemed  to  be one of partnership, employer and employee, principal and
agent,  representatives,  or  the  like.  The  relationship  is strictly that of
parties  involved  in  an  Alliance  for  their  mutual  benefit.

5.     Compensation,  Registering  Referrals  &  Accounting

(a)     Referral  Compensation  -  If  during  the  Term  of  the Agreement, BUS
initiates  and  introduces  a  business  opportunity  (hereinafter,  "BUSINESS
OPPORTUNITY")  to  NS8  that  directly  generates  a  commercial  transaction or
establishes a business relationship resulting in revenue for the Business of NS8
(hereinafter,  "REFERRAL  BUSINESS"),  then  during  the  five  year  period
(hereinafter  the  "PERIOD  OF  COMPENSATION")  following BUS's first receipt of
revenue  from that Referral Business, BUS will receive a percentage share of the
gross  revenue  (hereinafter  the  "GROSS  REVENUE")  derived from that Referral
Business  and actually received by NS8 (hereinafter the "REFERRAL COMPENSATION")
as  set  forth in Schedule "A" to this Agreement.  It is acknowledged and agreed
that  the  extent  and  nature  of  BUS's  involvement  in  the  generation  and
consummation  of  the  Business  Opportunity and the Referral Business will vary
from:

     (i) a mere introduction on the part of BUS to NS8 of key contact persons of
the qualified prospects of the Business Opportunity (herein, "INTRODUCTION(S))";

     (ii)  the  expenditure of considerable effort, time and resources by BUS to
develop  the  Business  Opportunity  for  the  benefit  of  NS8  (herein,  "DEAL
INVOLVEMENT");

(iii)  the  expenditure  of  considerable  effort,  time and resources by BUS to
develop  the  Business  Opportunity  to  include  contributing  to  bringing the
transaction  to  closing  (herein,  "QUALIFIED  RESOURCE  INVOLVEMENT").

The amount of Referral Compensation payable to BUS will vary accordingly, as set
forth  in  Section  I  of Schedule "A".  For the purposes of this Agreement, the


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terms Business Opportunity and Referral Business do not include an Exiting Event
Transaction  as  defined  in  Paragraph  2  (d)  of  this  Agreement.

(b)     In order for BUS to become entitled to receive any Referral Compensation
with  respect  to  a  Business  Opportunity, it must provide NS8 advance written
notice  of  the  particulars  of  the  party  being  referred  to  NS8 including
background  and  contact  information.  The  initial  list of BUS's contacts and
business  opportunities  is  set  forth  on  Schedule  "B"  attached  hereto and
incorporated  herein  by this reference. As BUS provides new potential business,
it  will augment Schedule "B" accordingly, and submit same to NS8 for its review
and  maintenance.  In  addition,  during the Term, BUS must provide NS8 at least
once  a month with written progress reports regarding the status of the Business
Opportunities,  Referral  Business and Contributions with respect to which it is
or  will  be  claiming  Referral  Compensation or any other kind of compensation
including,  without  limitation,  the name of the party or parties who have been
contacted  by  BUS, all relevant contact information (addresses, telephone, fax,
email numbers, etc.) and such other information necessary to fully inform NS8 of
the  status  and  progress  of  the  matter.

(c)     BUS  acknowledges  that  some  of  the  parties  (contacts  and business
opportunities  that it will refer to NS8 and list in Schedule "B" might be large
corporations  or organizations that have a great number of affiliates, divisions
or  personnel  with  diverse  management  and  business  activities  (the "LARGE
ENTITIES")  that  NS8  might  have  access to through its own efforts or through
other  contacts  or  resources of NS8 (collectively "NS8 RESOURCES"). Therefore,
BUS  agrees  that  BUS  will not have any right to receive Referral Compensation
with  respect to any contact or business opportunity of NS8 that is derived from
or attributable to NS8 Resources that NS8 might access with respect to any Large
Entity  that  is  listed  in  Schedule  "B"  but  that is not related to any BUS
Business  Opportunities  listed  in Schedule "B",, from time to time, other than
with  respect  to specific Business Opportunities and Referral Business directly
or  indirectly  attributable  to  the  efforts  of BUS.  If NS8 is negotiating a
transaction with a division of a Large Entity listed in Schedule "B" that is not
directly  or indirectly attributable to the efforts of BUS, then NS8 will notify
BUS  of  the  identity  of  the unrelated division and the general nature of the
business  purpose  and  objectives  of  such  negotiations.  BUS  agrees  not to
interfere  with  NS8's  negotiations  or  transactions  with  any such unrelated
division  Large  Entity.

(d)     During  the Term and the Compensation Period, NS8 will maintain a record
and accounting of all Business Opportunities brought to NS8 by BUS, all Referral
Business  attributed  thereto,  and  a  calculation of all Referral Compensation
owing  by  NS8  in respect thereof.  NS8 will provide the Referring Party will a
summary  of  the  particulars of such record and accounting within 30 days after
the  end  of each month of the Term of the Agreement and during the Compensation
Period;  Provided  that  if  there  is  no  Referral  Business, Gross Revenue or
Compensation  owing during a particular month then no written accounting need be
provided  to  BUS  in  respect  thereof.

6.     NS8  Not  Obliged  to  Accept  Transaction

Notwithstanding  anything  herein  to  the  contrary,  NS8 will not be obligated
hereunder  to  consummate  any  proposed transaction or contract (hereinafter, a
"Transaction"), and NS8 may determine in its sole discretion which Transactions,
if  any,  are  in  its  best interests.  If NS8 fails to accept the terms of any
proposed  Transaction  directly or indirectly introduced or arranged by BUS then
NS8  will  not  be  obligated  to  pay  BUS any compensation or reimbursement of
expenses  whatsoever  in respect of any such Transaction.  However, in the event
that  NS8,  at a later date, completes a Transaction, then BUS will earn and NS8
shall  be  obligated  to pay BUS its appropriate compensation in accordance with
the  terms  of  this  Agreement.


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7.     Expenses

Each  party to this Agreement will be responsible for paying its own expenses in
respect of the Alliance and the matters and transactions that are the subject of
this  Agreement  unless  NS8  expressly  agrees in writing to pay any particular
expense  of  BUS.

8.     Commissions,  Fees  and  Expenses  Owing  by  BUS  to  Third  Parties

In respect of the Alliance and the matters and transactions that are the subject
of  or  contemplated  by this Agreement, NS8 will not be responsible for or have
any  obligation  to pay any commissions, fees or expenses owing or attributed to
any  third  party  unless  NS8 expressly agrees in writing to pay any particular
commission,  fee  or  expense  of  a  third  party.

9.     Agreement  Not  Exclusive  To  Either  Party

BUS  and  NS8  mutually  acknowledge  and  agree  that  the rights, obligations,
matters,  and  Transactions  contemplated by this Agreement and the Alliance are
not  exclusive  to  BUS or NS8 either in any territory or for any period of time
(whether  within the Term or any extensions thereof), and BUS agrees that NS8 is
free at any time, without any notice or compensation to BUS whatsoever, to enter
into  any  agreements  or  arrangements  with any third party or parties that it
might  choose  for  the  purpose  of directly or indirectly pursuing business or
financial  opportunities  of  any  nature or kind whatsoever, including (without
limitation)  any  Referral  Business,  Transactions or Business Opportunities or
regarding  any  other matters, whether or not contemplated herein and similarly,
..NS8  agrees that BUS is free at any time, without any notice or compensation to
NS8  whatsoever,  to  enter  into  any agreements or arrangements with any third
party  or parties that it might choose for the purpose of directly or indirectly
pursuing  business  or financial opportunities of any nature or kind whatsoever.

10.     Term  of  Engagement

The  initial  term (the "TERM") of this Alliance and the Agreement will continue
for  a  period of sixty (60) months commencing on the date of this Agreement and
unless  terminated  earlier  by  either of the parties hereto giving ninety (90)
days  advance  written  notice of its intention to terminate to the other party.
Upon  the  expiration  of the initial sixty (60) month Term, this Agreement (the
"RENEWAL  AGREEMENT")  and  this  Alliance will be renewed for a further Term of
sixty  (60)  months commencing on the last day of the initial Term (the "RENEWAL
TERM"),  provided, however, that the terms and conditions of the Renewal Term of
this Agreement and this Alliance will be renegotiated in good faith and mutually
agreed  to by the parties hereto prior to the end of the initial Term.  Upon the
termination  of  the  initial  Term  and  the  Renewal  Term,  the terms of this
Agreement  set  out  in  the provisions in this Agreement regarding confidential
information  and  documents  (Paragraph 15 (c)), non-competition, and payment of
Compensation  during  the  Compensation  Period regarding Referral Business that
existed  before  the  date of termination, shall survive the termination of this
Agreement  and  the  Alliance.

11.     Demo  Access  Site

NS8  will provide BUS with access to a secure, Web-based demo site to enable BUS
to  present  demonstrations  of  NS8  Video  On-Demand  (VOD)  capabilities  to
prospective licensees, content providers, On-Demand Business Subscribers of NS8,
or  to  other  prospective  Business  Opportunities  (the "DEMO"). Access to the
NS8-provided  Demo  site  will  be  at  the discretion of BUS.  Accordingly, BUS
agrees  that  any  party  to  whom BUS intends to present a Demo of the NS8 Demo
site  must  execute  the  NS8  "Mutual  Confidentiality  and  Non-Circumvention
Agreement"  (the "NDA") and that BUS will deliver the executed NDA to NS8 before
allowing  any  such  third  parties  any  access  to  the  Demo  site.


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12.     Further  Acts  and  Agreements

Each  of the parties hereto agrees to perform such further acts and execute such
other  agreements  and  documents  as  might  be  reasonably  necessary to fully
implement  the  intent  and  purpose  of  this  Agreement.

13.     Severability

If  any  provision or part of this Agreement is declared to be void or otherwise
invalid  by a court of competent jurisdiction, the remaining provisions or parts
of  this  Agreement  will  remain  in  full  force and effect.  The parties with
endeavor  to  redraft  any  provisions or parts of this Agreement declared to be
void  or invalid to the extent possible and necessary to effectively incorporate
the  intent  and  purpose  of  the  void  or invalid provisions or parts of this
Agreement.

14.     Entire  Agreement

This  Agreement constitutes the entire agreement between the parties hereto with
respect  to  the  Alliance,  the  performance by BUS of their Contributions, and
their  respective  Compensation  for  performing  the  duties and obligations as
contemplated  by  the  parties hereto. Any other previous agreements, written or
oral,  express  or  implied, between the parties or on their behalf, relating to
these  matters  are  terminated  and  cancelled  unless  the parties hereto have
expressly  confirmed  in  writing  that  any  such  agreements will survive this
Agreement or as contemplated herein.  Each party releases and forever discharges
the  other  of  and  from  all  manner  of actions, causes of action, claims and
demands  whatsoever,  under  or  in  respect  of  any  prior  agreement.

15.     Confidentiality  and  Non-circumvention

(a)     BUS  and  NS8  mutually  understand  and  agree  that any information or
documentation  provided  by  or on behalf of one party to the other party or its
agents,  representatives  or  partners  that  is  designated  or  identified  as
confidential  and  not  in  the  public  domain  (hereinafter, the "CONFIDENTIAL
INFORMATION"  or  the  "CONFIDENTIAL  DOCUMENTS",  as  the  case  may  be)  is
confidential  and privileged and the confidentiality thereof must be maintained.
Any  information or documentation provided by one party to the other must not be
duplicated  in any manner or medium or presented or submitted to any party other
than  the  intended  direct  recipients  of  documents  and  information  as are
expressly  permitted  by  delivering  party  for  the purpose of the other party
performing  its agreed function under this Agreement. BUS understands and agrees
that  if  it  intends  to  submit  or  provide  Confidential  Documents or other
Confidential  Information  including  any  offering  circular,  memorandum,
prospectus,  business  plan,  proprietary  information  or  other  intellectual
property  of  NS8  (including  that  of  its  affiliates or subsidiaries) to any
prospective  investor,  customer,  business  contact  or  other  person,  then a
confidentiality  and  non-circumvention  agreement in the form used by NS8, from
time to time (the "CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT"), must first
be  executed  by  the  intended  recipient  of  the  Confidential  Documents  or
Confidential  Information and registered with NS8.  Once BUS notifies NS8 of its
desire  to circulate Confidential Documents or exchange Confidential Information
in such circumstances, NS8 will directly arrange for the preparation and signing
of  a  Confidentiality  and  Non-circumvention  Agreement  by  the  prospective
investor,  customer, business contact or other party and will notify BUS, as the
case  may  be, when the Confidentiality and Non-circumvention Agreement has been
duly  executed by the parties thereto.  In a like manner, at the request of BUS,
NS8  will  arrange  for  authorized  recipients of the Confidential Documents or
Confidential  Information  of  BUS  to  execute  BUS's  form  of  Non-Disclosure


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Agreement  ("NDA")  and register the NDA's. with BUS.  BUS will provide NS8 with
BUS's form of NDA. Any prospective investor, customer, business contact or other
person  not  participating  in the financing of NS8's business or concluding any
other agreement with NS8 or BUS must return all Confidential Documents to NS8 or
to  BUS  as  the  case  may  be.

(b)     In  addition, BUS agrees to maintain all trade secrets of NS8 and agrees
to  not  directly  or  indirectly  circumvent  or attempt to circumvent NS8, its
affiliates  and  subsidiaries.  Accordingly,  the parties hereto agree that they
will enter into a form of mutual confidentiality and non-circumvention agreement
that will govern the exchange and use of their respective confidential documents
and  confidential  information  by  the  other  party  and  also  contain
non-circumvention  covenants.

(c)     If  a  prospective  investor, customer, business contact or other person
that BUS wishes to introduce to NS8 wishes to protect the confidentiality of its
confidential  documents  or  confidential  information in its dealings with NS8,
then  NS8  will  enter  into  a  mutual  confidentiality  and  non-circumvention
agreement  with  such  other  party  in the form used by NS8, from time to time.

16.     Construing  Agreement

This  Agreement  shall  not  be  construed more stringently against the drafting
party  since  all  parties  and  their  respective  counsel  contributed  to the
negotiation  and drafting of this Agreement and each party has had the advice of
separate  and  independent  legal  counsel  in  the  review and drafting of this
Agreement.  If  any  litigation arises from this Agreement, the prevailing party
may  recover  reasonable  attorney's  fees  and  costs.

17.     Resolution  of  Disputes

(a)     Except  for the right of the parties to seek injunctive relief in court,
any  controversy,  claim  or  dispute  of any type arising out of or relating to
Alliance  or  the  provisions  of this Agreement shall be resolved in accordance
with this Paragraph regarding resolution of disputes, which will be the sole and
exclusive procedure for the resolution of any disputes.  This Agreement shall be
enforced  in  accordance  with  the  Federal  Arbitration  Act,  the enforcement
provisions  of  which  are  incorporated  by this reference.  Matters subject to
these  provisions  include,  without  limitation,  claims  or  disputes based on
statute,  contract,  common  law and tort and will include, for example, matters
pertaining  to  termination,  compensation  and  protection  of confidential and
intellectual  property.

(b)     The  parties to this Agreement will make a good faith attempt to resolve
any  and  all  claims  and  disputes by submitting them to mediation in Seattle,
Washington,  before  resorting  to  binding  arbitration  or  any  other dispute
resolution procedure. The mediation of any claim or dispute must be conducted in
accordance  with the then-current JAMS procedures for the resolution of disputes
by  mediation,  by  a  mediator  who  has  had both training and experience as a
mediator of general commercial matters.  If the parties to this Agreement cannot
agree  on  a  mediator, then the mediator will be selected by JAMS in accordance
with  JAMS'  strike list method.  Within thirty (30) days after the selection of
the  mediator,  NS8  and  BUS  and their respective attorneys will meet with the
mediator  for  one  mediation  session  of at least four hours.  If the claim or
dispute  cannot  be  settled  during  such  mediation session or mutually agreed
continuation  of  the  session,  either NS8 or BUS may give the mediator and the
other  party  to  the  claim  or dispute written notice declaring the end of the
mediation process.  All discussions connected with this mediation provision will
be  confidential  and  treated as compromise and settlement discussions. Nothing


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disclosed  in  such discussions, which is not independently discoverable, may be
used  for any purpose in any later proceeding.  The mediator's fees will be paid
in  equal  portions  by  NS8  and  BUS.

(c)     If  any  claim  or  dispute  has  not  been  resolved in accordance with
sub-paragraph  (b)  of  this  Paragraph,  then  the  claim  or  dispute  will be
determined  by  binding  arbitration  in  accordance  with the then-current JAMS
arbitration  rules  and  procedures,  except  as  modified  herein.  The binding
arbitration  will  be  conducted  by  a sole neutral arbitrator who has had both
training  and  experience as an arbitrator of general commercial matters and who
is  and  for  at  least  ten (10) years has been, a partner, a shareholder, or a
member  in  a  law firm.  If NS8 and BUS cannot agree on an arbitrator, then the
arbitrator  will  be  selected  by  JAMS  in accordance with Rule 12 of the JAMS
arbitration  rules and procedures.  No person who has served as a mediator under
the mediation provision, however, may be selected as the arbitrator for the same
claim or dispute.  Reasonable discovery will be permitted and the arbitrator may
decide  any  issue  as  to discovery.  The arbitrator may decide any issue as to
whether  or  as  to  the  extent  to which any dispute is subject to the dispute
resolution  provisions in this Paragraph and the arbitrator may award any relief
permitted by law.  The arbitrator must base the binding arbitration award on the
provisions  of  this  Paragraph  and applicable law and must render the award in
writing,  including  an explanation of the reasons for the award.  Judgment upon
the award may be entered by any court having jurisdiction of the matter, and the
decision of the arbitrator will be final and binding. The statute of limitations
applicable  to  the  commencement of a lawsuit will apply to the commencement of
binding arbitration under this sub-paragraph (c).  The arbitrator's fees will be
paid  in  equal  portions  by  NS8  and  BUS.

18.     Modification  of  Agreement

Any  modification to this Agreement must be in writing and signed by the parties
hereto  or  it  will  have  no  effect  and  will  be  void.

19.     Headings

The  headings  used in this Agreement are for convenience only and are not to be
construed  in  any  way  as  additions  to  or  limitations of the covenants and
agreements  contained  herein.

20.     Governing  Law

This Agreement shall be governed by and construed in accordance with the laws of
the  State  of  Delaware  applicable  to  contracts  executed  and  to be wholly
performed  therein  without giving effect to its conflicts of laws principles or
rules.

21.     This  Agreement  may  be  executed in counterpart copies and the fact of
execution  transmitted  to  the  other  party  via  telecopy  (facsimile).

22.     Use  of  Grammar

In  this  Agreement words importing the masculine gender include the feminine or
neuter  gender  and  words  importing  the  singular include the plural and vice
versa.


                                      E-145
<PAGE>

IN  WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the  date  first  written  above.


                    THE REMAINDER OF THIS PAGE IS LEFT BLANK


              THE NEXT PAGE IS THE EXECUTION PAGE OF THIS AGREEMENT



                                      E-146
<PAGE>


DULY  EXECUTED  BY  NS8  CORPORATION,)
in  the  presence  of  its  duly  Authorized )
Signatories  in  that  behalf:               )
                                             )
                                             )
Per:  /s/  Thomas  J.  Routt                 )               SEAL
      ----------------------                 )
                                             )
                                             )



DULY  EXECUTED  BY  BU  -  SOLUTIONS,  LLC   )
D/B/A/  BROADBAND  UTILITY  SOLUTIONS)
in  the  presence  of  its  duly  Authorized )
Signatories  in  that  behalf:               )
                                             )
                                             )
Per:  /s/  John  Craig                       )               SEAL
      ----------------                       )
      Authorized  Signatory                  )
                                             )

Per:  _____________________________          )
      Authorized  Signatory                  )


                                      E-147
<PAGE>